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Reports on Resolutions of the OGM of Shareholders No. 1/2009

Backเมษายน 29, 2552

The President
The Stock Exchange of Thailand
The Stock Exchange of Thailand Building
62 Rachadapisek Road, Klongtoey Bangkok

Dear Sir,

Re:Reports on Resolutions of the Ordinary General Meeting of Shareholders No. 1/2009

The Ordinary General Meeting of Shareholders of Berli Jucker Public Company Limited No. 1/2009 held on 28 April 2009 at 15.00 hours, held at Meeting Room 1, 12th Floor, Berli Jucker House, 99 Soi Rubia, Sukhumvit 42 Road, Kwaeng Phrakanong, Khet Klongtoey, Bangkok. Once the meeting convened, there were 128 shareholders attending the meeting in person and by proxy,holding 1,392,079,883 shares or 87.66 percent of total paid-up 1,588,125,000 shares. The meeting passed the resolutions as follows:

  1. That to adopt the Minutes of the Ordinary General Meeting of Shareholders No.1/2008 held on 28 April 2008 with the following votes:
    • Approved 1,481,065,450 votes or 97.91 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 285,850 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 31,281,576 votes or 2.07 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
  2. That to acknowledge the Company's Annual Report and the Board of Directors' Report on the Company's operational results for 2008.
  3. That to approve the Company's Financial Statements, Balance Sheet and Statement of Income for the year ended 31 December 2008 with the following votes:
    • Approved 1,454,199,100 votes or 96.14 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 284,800 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 58,153,976 votes or 3.84 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
  4. That to approve the dividend payment based on the Company's operations for 2008 at the rate of Baht 0.30 per share. The Company had paid the interim dividend at Baht 0.15 per share on 12 September 2008; there remains the year-end dividend at Baht 0.15 per share. The Company shall close its share register for the right to receive dividend on 7 May 2009 and shall pay dividend on 27 May 2009 with the following votes:
    • Approved 1,483,150,130 votes or 98.05 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 82,628 votes or 0.01 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 29,412,128 votes or 1.94 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
  5. That to approve the election of Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr. Suvarn Valaisathien, Mr. Panot Sirivadhanabhakdi and Mr. Suvit Maesincee, the Directors who retired by rotation as the Company's Directors for another term with the following votes:
    5.1 Mr. Charoen Sirivadhanabhakdi
    • Approved 1,489,762,258 votes or 98.49 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 274,500 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 22,608,418 votes or 1.49 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    5.2 Khunying Wanna Sirivadhanabhakdi
    • Approved 1,509,950,658 votes or 99.82 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 274,500 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 2,431,028 votes or 0.16 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    5.3 Mr.Suvarn Valaisathien
    • Approved 1,508,021,858 votes or 99.69 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 274,500 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 4,359,828 votes or 0.29 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    5.4 Mr.Panot Sirivadhanabhakdi
    • Approved 1,508,010,650 votes or 99.69 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 274,500 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 4,371,036 votes or 0.29 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    5.5 Mr.Suvit Maesincee
    • Approved 1,510,223,050 votes or 99.84 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 0 votes or 0.00 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 2,433,136 votes or 0.16 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
  6. That to approve the fixing of annual remuneration for Directors at the aggregate of not exceeding Baht 25,000,000 consists of:Monthly remuneration at the total amount not exceeding Baht 15,000,000 per year Annual bonus at the total amount not exceeding Baht 10,000,000 per year and authorized the Nomination and Remuneration Committee and the Chairman to have the right for remunerative allocation to each Director on the basis of duty and responsibility with the following votes:
    • Approved 1,484,940,450 votes or 98.17 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 282,500 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 27,433,236 votes or 1.81 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
  7. That to approve the appointment of Mr. Nirand Lilamethwat, CPA Registration No. 2316 or Miss Nittaya Chetchotiros, CPA Registration No. 4439 or Miss Bongkot Amsageam, CPA Registration No. 3648, of KPMG Phoomchai Audit Limited as the Company's Auditors for 2009 by any one of those is empowered to conduct an audit and express an opinion on the Company's annual financial statements with the annual audit fee of Baht 975,000 and quarterly review fee of Baht 1,521,000 totaling Baht 2,496,000 with the following votes:
    • Approved 1,455,547,850 votes or 96.22 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 7,100 votes or 0.01 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 57,101,236 votes or 3.77 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
  8. That to approve the amendment of the Article 13 of the Company's Articles of Association as follows: Existing:

    "The Company shall have a Board of Directors which consists of at least 5 natural persons. The Board of Directors shall elect a director to be the Chairman, and may elect a Vice Chairman, Managing Director and any other positions as they see fit and no less than half of them shall be resident in the Kingdom.

    The Board of Directors may form an Executive Board which comprises the number of Directors as they deem fit which shall include the Managing Director and a Chairman to be appointed. The Board of Directors' Meeting may fix the remuneration i.e. salary,meeting fee and bonus for Executive Directors."

    New: "The Company shall have a Board of Directors which consists of at least 5 natural persons. The Board of Directors shall elect a director to be the Chairman, and may elect a Vice Chairman as they see fit and no less than half of them shall be resident in the Kingdom.

    The Board of Directors shall elect a director to be appointed as President."

    with the following votes:

    • Approved 1,485,285,550 votes or 98.19 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Disapproved 0 votes or 0.00 percent of all the votes of the shareholders who attended the meeting and exercised their votes.
    • Abstained 27,370,656 votes or 1.81 percent of all the votes of the s hareholders who attended the meeting and exercised their votes.
  9. To approve the acquisition of the ordinary shares of T.C.C. Technology Company Limited from TCC Holdings Company Limited numbering 3,060,000 shares, equal to 17.00 percent of the registered capital, at a price of Baht 11.45 per share, for a total amount of Baht 35,037,000.Upon acquisition, the Company will have its share portion increased from 34.00 percent to 51.00 percent of the registered capital of T.C.C. Technology Company Limited with the following votes:
    • Approved 361,493,330 votes or 92.51 percent of all the votes of the shareholders who attended the meeting and had the right to vote.
    • Disapproved 11,300 votes or 0.00 percent of all the votes of the shareholders who attended the meeting and had the right vote.
    • Abstained 29,248,756 votes or 7.49 percent of all the votes of the shareholders who attended the meeting and had the right vote.

Please be informed accordingly.

 

Yours faithfully,
Berli Jucker Public Company Limited

 

Aswin Techajareonvikul
Director

Thirasakdi Nathikanchanalab
Director